Roger M. Ritt

Senior Counsel

Roger Ritt is senior counsel in the firm's Tax Group. He concentrates his practice on (i) federal and state tax controversies in which he has successfully represented clients in the US Tax Court, the Supreme Judicial Court of Massachusetts, IRS appeals and other courts and administrative proceedings, (ii) taxable and tax-free mergers, acquisitions and spin-offs, (iii) executive compensation and § 280G golden parachutes, and (iv) bankruptcies and workouts.

Practice

Mr. Ritt has served as tax counsel to a number of clients in merger and acquisition and spin-off transactions, including Dean Foods in its spin-off of TreeHouse, Blockbuster's Special Committee in the spin-off of Blockbuster by Viacom, Akamai, Avid, BJ's Wholesale Club, John Hancock, Redhat, Sepracor, Teradyne and Wright Express.

Mr. Ritt has also represented clients in significant bankruptcy cases. He acted as tax counsel to Harold Brown in the largest individual bankruptcy case in New England, to the debtors in the Arch Wireless, Mattress Discounters, and KB Toys Chapter 11 proceedings, and to the creditors committees in the Wang and the EUA Power Chapter 11 proceedings.

In the controversy area, Mr. Ritt has successfully represented many clients at the US Tax Court, IRS appeals, the Supreme Judicial Court of Massachusetts, the Massachusetts Appellate Tax Board and the Massachusetts Department of Revenue. He represented the principal owners of the Boston Celtics in a tax dispute arising in connection with its public offering, obtaining multi-million dollar judgments in Massachusetts Appellate Tax Board proceedings that were affirmed by the Supreme Judicial Court of Massachusetts.

Professional Activities

In 2013, Mr. Ritt was elected to the American College of Tax Counsel (ACTC) Board of Regents for the First Circuit. He is the former chair of the Corporate Tax Committee of the American Bar Association's Section on Taxation, and is a fellow of the ACTC.

From 1979 to 1992, Mr. Ritt taught "Corporate Income Taxation" and "Advanced Partnership Taxation" as an adjunct professor of law in the graduate tax program at Boston University School of Law. He is a frequent lecturer at tax programs throughout the country, including those sponsored by ALI-ABA , the American Bar Association, the Boston Bar Association, the California Tax Bar, the Federal Tax Institute of New England, Massachusetts Continuing Legal Education, the New York University Institute on Federal Taxation, the Texas Federal Tax Institute and the World Trade Institute.

Solutions

A deep and diverse practice focused on maximizing tax efficiencies and minimizing tax risks for clients nationally and internationally.

Clients turn to our seasoned team of attorneys—strategically located across the United States—to resolve nearly any state or local tax challenge. State and local taxes account for a high percentage of most businesses’ tax burden. There are literally thousands of these taxes that companies may or may not be subject to, depending on the nature of a given transaction and the requirements of various taxing authorities. The application of historical tests to determine whether a business is subject to state or local tax jurisdictions and the extent of its tax liability has become more difficult with the explosive growth of e-commerce, and the rules are sometimes counterintuitive and seemingly contradictory. We have structured our state and local tax practice to help clients across the United States successfully cope with the specific requirements of individual jurisdictions.

We counsel owners, investors, lenders, developers and tenants in an array of distressed real estate transactions, including mortgage loan workouts and foreclosures, acquisitions and dispositions of distressed assets and loans, lease renegotiations, and joint venture restructurings. We work with colleagues in our bankruptcy, litigation and environmental risk management practices to provide the full range of advice needed for each transaction. Our deep experience in foreclosures serves the needs of institutional lenders and investors using the acquisition of loans and the exercise of loan remedies as a means to acquire title to properties.

With a team of lawyers recognized nationally as leading practitioners in the field, we regularly advise public and private companies, their shareholders and their key employees on tax aspects of mergers, acquisitions, dispositions and joint ventures. Clients rely on our advice to maximize their tax efficiencies and minimize their tax risks. Our clients include businesses from a wide range of sectors: technology, life sciences, publishing, telecommunications, aviation and defense, venture capital and private equity. We develop tax-efficient structures that help clients achieve business objectives and negotiate appropriate contractual protections against the assumption of unwanted tax risks.

Our cross-disciplinary team has experience in all levels of tax law. We draw on nationally renowned trial lawyers from the firm’s litigation group in order to serve clients involved in tax-related controversies. We regularly defend corporations and individuals in audits and appeals by the IRS and state tax authorities, and on a variety of tax issues in the federal and state courts. When tax controversies progress beyond the administrative stages, we seek to obtain favorable outcomes for clients through litigation or declaratory judgments at all levels of the judicial system. We have successfully represented various clients in federal income tax audits relating to employee and independent contractor issues, offshore investments and amortization of intangibles following acquisitions. We also advise corporations and individuals on the tax consequences and structuring of litigation settlements.

Lawyers with deep and broad experience counseling clients in every industry on the design of executive compensation arrangements and on general compensation and benefits issues.

Recognition

Honors & Awards

Recognized by Chambers USA: America's Leading Lawyers for Business from 2003-2016 with clients stating he is "incredibly knowledgeable," and "a superb tax lawyer who does not miss a thing and is creative, constructive and a pleasure to work with...unusually creative practitioner who come up with solutions that work for all those concerned...he is praised for his exceptional way of taking complex tax matters and making them understandable for non-tax people”

Named a "New England Super Lawyer" (formerly "Massachusetts Super Lawyer") in Boston Magazine from 2004-2017, and selected as a "Top 100 Massachusetts Super Lawyer" in 2004 and 2012

Named a top lawyer by Who's Who in America, Who's Who in the World, Who's Who in American Law, Who's Who in Finance and Industry, Who's Who in the East and Who's Who Legal Corporate Tax: Advisory from 1994-2016

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